Law Commons^™

The Go-Shop “Lure”: Go-Shop V. No-Shop In Merger And Acquisition In Public Company, Yilei Zhou Dr.

Yilei Zhou Dr.

In March 2013, one of the world biggest PC retailers, Dell, announced its privatization plan, in which adopted the go-shop clause. Although used by many public companies in merger and acquisition, the go-shop clause in fact developed from Revlon duty, that board of director must act in good faith to maximize the shareholders’ interests in the deal. Generally speaking, since traditional no-shop clause without “fiduciary out” provision in merger agreement conflict with board’s Revlon duty, consequently, if running successfully, the go-shop clause is the best tool for shareholders to maximize their interests. However, court imputes many restrictions on the board …

The Underutilized Foreign Investor, Griffin Weaver

Griffin Weaver

For most states, if not all, the push for economic advancement is at the front of every administration’s agenda. This is especially true for developing countries in the Middle East whose standard of living and international power is largely tied to its economic condition. An important indicator, if not condition, of a state’s economic health is the level of foreign direct investment (FDI) received by the state. This inflow of money is essential for the growth and stability of a state’s economy. As one U.S. official once noted, the United States “need[s] a net inflow of capital of $3 billion …

The Underutilized Foreign Investor, Griffin Weaver

Griffin Weaver

No abstract provided.

Consumers As Marketers: An Analysis Of The Facebook “Like” Feature As An Endorsement, Chang Zhou

Chang Zhou

No abstract provided.

Wasting The Corporate Waste Doctrine: Why Waste Claims Are Obsolete In Delaware Corporate Law And Why The Waste Doctrine Is The Wrong Solution To The Problem Of Executive Compensation, Kris S. Swift

Kris S. Swift

Abstract

Kristen S. Swift

This Note makes several points, drawn from Delaware litigation history, on the futility of pleading corporate waste in Delaware. At inception, the waste doctrine was a tool for shareholder protection and empowerment; however, as calculated business risk became encouraged and later formally protected by the business judgment rule, the waste doctrine evolved to protect officers and boards and now sets a nearly impossible benchmark for misconduct that would allow shareholders to recover on a waste claim. The waste doctrine is inextricably tied to how business risk-taking is perceived by Delaware courts and shifting attitudes toward risk …